At an IAS Part of the Supreme Court of the State of New York, held at the Courthouse, 60 Centre Street, New York, New York on the day of, 2016 P R E S E N T: Hon. Justice. LANTAU HOLDINGS LTD., Plaintiff, -against- Index No: 653920/2016 Motion Seq. No. ORDER TO SHOW CAUSE ORIENT EQUAL INTERNATIONAL GROUP LIMITED, MR. WEIBIN HUANG, HUANG DONGPO, JAMES WANG (A/K/A LING WANG), HAITONG INTERNATIONAL SECURITIES COMPANY LIMITED, and LI WEN HAO, Defendants. Upon reading and filing the affirmation of Lawrence E. Tofel, sworn to on the 5th day of October, 2016, with the exhibits annexed thereto, the affidavit of Michael James Maloney, Esq, sworn to on October 6th, 2016 and the exhibits annexed thereto and the accompanying memorandum of law filed herewith, and all prior proceedings had in this action, and good and sufficient cause appearing therefrom, it is hereby: ORDERED, that defendants Orient Equal International Group Limited ( OEI ), Mr. Weibin Huang ( Weibin ), and Huang Dongpo ( Dongpo ) show cause before this Court, at I.A.S. Part, Room, of the courthouse located at 60 Centre Street, New York, New York, on, 2016 at o'clock in the forenoon, or as soon thereafter as counsel can be heard, why an Order should not be entered herein as follows: {00039881.} 1
(a) granting plaintiff Lantau Holdings Ltd. ("Plaintiff") a preliminary injunction, pursuant to N.Y. C.P.L.R. 6301, enjoining said defendants OEI, Dongpo, and Weibin, and all employees, servants, agents, attorneys (including but not limited to, their counsel K&L Gates LLP), affiliates, partners, and all other persons acting on behalf of or in concert with any of said defendants (collectively referred to herein as the Borrower-Defendants ), pending the entering of judgment in this action, from (i) prosecuting, contesting, and/or disputing any claims in any venue other than this Court concerning the rights and/or obligations of any Borrower-Defendants under and pursuant to those certain Loan Agreements, Springing-Pledge Agreements, and related instruments, by and between Plaintiff and Dongpo and by and between Plaintiff and OEI, along with the Limited Continuing Personal Guarantee by and between Plaintiff and Weibin, all dated as of May 6, 2016 (collectively the Loan Documents ), including but not limited to all claims asserted by or on behalf of any of the Borrower-Defendants by way of Third Party Notice issued in the action captioned as China Baoli Technologies Holdings Limited (f/k/a REX Global Entertainment Holdings Limited) v. Orient Equal International Group Limited, et al., Action No. 1399 of 2016, in the High Court of the Hong Kong Special Administrative Region, Court of First Instance (the Third-Party Claims ); and (ii) failing to withdraw, terminate, or otherwise discontinue any claims, {00039881.} 2
allegations, assertions, or other contentions pertaining to or implicating the rights and/or obligations of Plaintiff and any of the Borrower- Defendants under the Loan Documents in any action or proceeding other than this Court, including but not limited to the Third-Party Claims; and (iii) commencing, filing, submitting, initiating, litigating, joining issue, or otherwise disputing any issue of fact or law pertaining to or implicating the rights and/or obligations of Plaintiff and the Borrower- Defendants under the Loan Documents in any action or proceeding outside of this jurisdiction, including but not limited to the Third-Party Claims; and (b) enjoining Borrower-Defendants, and all employees, servants, agents, attorneys, affiliates, partners, and all other persons acting on behalf of or in concert with Borrower-Defendants, including K&L Gates LLP (counsel to OEI) from resisting, opposing or failing to submit to the exclusive jurisdiction of this Court any and all disputes, claims, issues, suit, action or other proceeding arising from or in any way related to the Loan Documents; and (c) granting Plaintiff such other and further relief that this Court may deem just and proper; and it is further ORDERED that sufficient cause having been shown therefor, pending the hearing and determination of Plaintiff s application for a preliminary injunction, pursuant to {00039881.} 3
CPLR 6301 and 6313, the Borrower-Defendants and all employees, servants, agents, attorneys, affiliates, partners, and all other persons acting on behalf of or in concert with any of said Borrower-Defendants (including their respective or collective counsel), pending the entering of judgment in this proceeding, are hereby temporarily restrained from (i) prosecuting, contesting, and/or disputing any claims in any venue outside of this Court concerning the rights and/or obligations of any party to the Loan Documents, including but not limited to all claims asserted by the Borrower-Defendants by way the Third-Party Claims or otherwise; and (ii) failing to withdraw, terminate, or otherwise discontinue any claims, allegations, assertions, or other contentions pertaining to or implicating the rights and/or obligations of the parties to the Loan Documents in any action or proceeding other than this, including but not limited to the Third- Party Claims; and (iii) commencing, filing, submitting, initiating, litigating, joining issue, or otherwise disputing any issue of fact or law pertaining to or implicating the rights and/or obligations of the parties to the Loan Documents in any action or proceeding other than this, including but not limited to the Third- Party Claims; and and it is further ORDERED that sufficient cause having been shown, let service of a copy of this Order, together with the papers upon which it was granted, be made upon the Borrower- Defendants by overnight mail upon each such defendant, as provided in the Loan Documents, and upon their counsel, K&L Gates, LLP, 599 Lexington Avenue, New York, New York 10022- {00039881.} 4
6030, and by email upon Joanna A. Diakos Kordalis, the attorney at K&L Gates, LLP with whom counsel for Plaintiff has been having recent communications concerning this action, as follows: joanna.diakoskordalis@klgates.com, and upon defendant Haitong by email to its counsel, Alan Howard, an attorney with the firm of Crowell & Moring LLP, at the email address ahoward@crowell.com, on or before, 2016, be deemed good and sufficient service thereof; and it is further ORDERED that answering papers, if any, for hearing on the application for preliminary injunction shall be served upon the attorneys for Plaintiff by delivering copies thereof via email and overnight mail to their offices and respective addresses as follows: Michael James Maloney, Esq., CKR Law LLP, 1330 Avenue of the Americas, 14th Floor, New York, NY 10019, mmaloney@ckrlaw.com, and Lawrence E. Tofel, Esq., LAWRENCE E. TOFEL, P.C., 163 Washington Ave., Suite 5B, Brooklyn, NY 11205, letofel@tofellaw.com, on or before noon on, 2016; and it is further ORDERED that Plaintiff shall serve its reply papers upon the Borrower- Defendants by overnight mail upon such Defendants and by email upon their counsel as aforesaid, on or before, 2016. ENTER: J.S.C. {00039881.} 5